CTEV 10-K & 10-Q changes, risk factors and insider trading

The following risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline.

If a significant client terminates or does not renew or extend or significantly reduces the level of business under its contract with us, our business, financial condition and results of operations could be adversely affected. Our client contracts generally permit our clients to terminate with relatively short notice, including without cause. Further, our client contracts generally do not contain any minimum utilization of the purchased products and solutions. Our two largest clients accounted for approximately 28%29.2% and 16%,10.4%, respectively, of our revenues for the year ended December 31, 2024.2025. While we believe our client relationships are strong, if we lose any one of our largest clients, one of our largest clients significantly reduces its use of our products and services,solutions, or if any one of our largest clients negotiates less favorable terms with us, in particular pricing terms, our revenue may be materially and adversely impacted. For example, we have observed significant reductions in the use of our products and servicessolutions by certain clients and experienced pricing pressure from significant clients in the past, which has adversely impacted our revenue. Revenue from clients that have accounted for significant revenue in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period.

Many organizations in the insurance industry are consolidating, which could also result in the loss of one or more of our significant clients. To the extent that these consolidation trends do not cause the loss of clients, we could nevertheless encounter greater client concentration as our clients become parts of larger organizations, potentially resulting in overreliance on a few key clients, decreased flexibility, increased vulnerability to client churn,churn and similar challenges. In addition, we could lose significant clients due to competitive pricing pressures or other reasons. Any of the foregoing factors, along with other factors, could also result in us receiving a lower ranking in our client's claims matching process, which would reduce the number of claims we match and, as a result, would reduce our revenues. Due to the substantial fixed costs in our business and the time and expense it would take to decrease certain variable costs, especially personnel, the loss of a significant client or receiving a lower ranking in our clients' claims matching process could cause a material decline in our profitability and operating performance.

Our success is also dependent on our clients' ability to attract individuals to join their health plans. Many individuals receive their coverage through their employer,employer and thus employers play a large role in selecting which health plan their employees use. Our clients may also lose members due to competition or if businesses reduce headcount, whether due to cost reductions, automation, technological advances, or otherwise, and thus the number of employees who receive health insurance. In addition, our clients may reduce the scope of the health coverage they provide, which may then result in us matching fewer claims. If our clients suffer a decline in the number of members of their health plans or reduce the scope of the insurance coverage they provide, fees from the number of claims we match and the amount of PEPM fees we receive may decrease, which may have a material adverse effect on our business, financial condition and results of operations.

In addition, the majority of our contracts contain payment terms that are based on a percentage of savings to the client or on the number of covered employees and most contain no minimum requirements for the number of claims that the client must process through us. As a result, the termination of client contracts, the material reduction by our clients of claims processed through us, or our inability to generate significant savings with respect to client claims would adversely affect our business, financial condition,condition and results of operations.

In support of our Vision 2030 transformation plan, which aims to reduce costs and invest in technology for future growth, we have developed,developed and will continue to develop, new or additional strategic plans, including technological transformation, product development and servicesolution expansions, sales and marketing initiatives, mergers and acquisitions, improvement initiatives and efficiency measures to help self-fund some of the necessary investments to support these strategic plans. For example, we are consolidating our cloud infrastructure on Oracle Cloud Infrastructure to support our digital transformation, which we anticipate will enable us to better support our clients’ needs by improving efficiency and creating a more flexible infrastructure to meet evolving market demands.

We may not successfully enter new lines of business, launch new products or broaden the scope of our services. Conversely, entering new lines of business, launching new productssolutions, and broadeningsuch the scope of our servicesactivities may result in expenditures we cannot recoup, divert management's attention or otherwise strain our business.

Fundamental to our growth strategy is our entrance into new lines of business, launch of new products and expansion of our services.solutions. We kicked off this growth strategy in 2023, by launching new products, such as Pro Pricer®, broadening the scope of our services, such as the addition of B2B healthcare payment services and the continued expansion of our end-to-end Surprise Billing Services, and entering into new lines of business with our acquisition of BST and establishing our Data and Decision Sciences Services business line. In 2024, we adopted ourOur Vision 2030 transformation plan aims to, among other things, reduce the concentration of our revenues and reduce our dependence on the commercial and payorpayer markets as well as reduce our dependence on out-of-network claims within the commercial market.

We may not achieve our expected growth if we do not successfully enter these new lines of business, launch new products, and continue to broaden the scope of our services.solutions. These efforts may require significant upfront and ongoing expenditures that we may not be able to recoup in the future. To accommodate our past and anticipated future growth and to compete effectively, we will need to continue to improve and integrate our financial information systems and expand, train, manage and motivate our workforce. Furthermore, focusing our financial resources on the expansion of our operations may negatively impact our financial results. Any failure to implement our operational and financial information systems, or to expand, train, manage or motivate our workforce, may adversely affect our business. These efforts may also divert management's attention and expose us to new risks and regulations. As a result, entering new lines of business, launching new products and broadening the scope of our services,solutions, or conversely the failure to do so, may have material adverse effects on our business, financial condition and results of operations.

We actively monitor and manage our cash and cash equivalents so that sufficient liquidity is available to fund our operations and other corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives, including our Vision 2030 transformation plan, and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased levels of liquidity, we may suffer adverse consequences, including reduced investment in our platform development, difficulties in executing our business plans and fulfilling our obligations,obligations and other operational challenges. In addition, we have a substantial amount of indebtedness. See "-Risks Related to Indebtedness" below. Any of these developments could materially and adversely affect our business, financial condition,condition and results of operations.

Our operations have been, and may continue to be, adversely impacted by the effects of reduced utilization of the healthcare system. Although we believe the recent trend of reduced utilization in the healthcare system has lessened, any future reduced utilization andor the continuingcontinuation of the trend of increased patient financial responsibility for services may adversely impact our business. Other trends in the U.S. healthcare system that may impact our business are increased patient responsibility for medical care due to products such as high deductiblehigh-deductible health plans and the elimination of any coverage for out-of-network services or other actions by payorspayers to incentivize the use of in-network care. These trends may lead to either a reduction in utilization of the healthcare system, a reduction in the utilization of the healthcare system that is covered by third party payorspayers or a reduction in the utilization of out-of-network services. Trends in the utilization of the U.S. healthcare system can be influenced by a multitude of factors, including, without limitation, decisions to delay medical care, especially elective procedures, economic pressures,pressures and any shift in approach by payors.payers. These and other factors may result in a decline in the number of claims we process and, as such, our operations may be adversely impacted.

We may seek to divest portions of our business or assets that are not deemed to fit with our strategic plan. Divestitures involve additional risks and uncertainties, such as the ability to dispose of such businesses or assets on satisfactory terms and in a timely manner, or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing strategic acquisitions or other strategic projects or initiatives, loss of key employees or customers,clients, exposure to unanticipated liabilities or ongoing obligations to support the businesses following such divestitures,divestitures and other adverse financial impacts. If we do not complete these activities in a timely manner, or do not realize anticipated cost savings, synergies and efficiencies, business disruption occurs during or following such activities, or we incur unanticipated charges, this may negatively impact our business, financial condition, operating results,results and cash flows.

The market for our products and servicessolutions is fragmented and competitive and we may not be able to maintain our competitive position in the market.

With respect to our analytics-basedclaims services,intelligence solutions, we face increasing competition from other medical cost management companies for fee negotiation, referenced-based pricing and surprise billing services. These competitors vary in size and services offered. Many of these competitors compete with us on price, which has compressed and may continue to compress our margins.

With respect to our network-basednetwork services,solutions, we face direct competition from health maintenance organizations ("HMOs") and other independent PPOs, which are primarily regional, and with PPO network aggregators that offer national access by patching together third-party networks. At times we also compete with PPO networks owned by our large payorpayer clients. Our clients often select PPO providers by specific geography based upon the magnitude of the discount provided or the breadth of the network. Although we are one of the largest independent PPO network providers, regional and local PPO network providers may have deeper discounts or broader networks within their region, potentially leading our clients to select such competitors in specific geographies.

With respect to our payment and revenue integrity services,solutions, we face competition from a variety of large and small vendors offering these services. Our payment integrity servicessolutions compete on the basis of analytic breadth and depth, human expertise,expertise and scope. Our revenue integrity servicessolutions compete on the basis of identification of and assistance in restoration and preservation of underpaid premiums from CMS caused by member eligibility and status errors.

With respect to our data and decisionanalytics science services,solutions, we face competition with a variety of different vendors for each of the main product categories. These competitors vary in size and services offered as well as target market segments. We expect competition to continue to increase with respect to each product category.

With regard to each of our servicesolution offerings, we cannot assure you that we will be able to maintain our competitive position. Our failure to do so may have a material adverse effect on our business, financial condition and results of operations.

Pricing is highly competitive across all of our lines of service.solution. For example, while competition with regard to our analytics-basedclaims servicesintelligence solutions has historically been centered on savings effectiveness, provider acceptance and plan member satisfaction, price has become increasingly important as competition has increased. Likewise, our network-based services compete on the basis of many factors, including the quality of healthcare services, the breadth of provider networks, the discounts afforded by the provider contracts,contracts and the efficiency of the administration of claims, but we expect that price will continue to be a significant competitive factor.

Considering these pricing pressures, we anticipate that our clients, regardless of servicesolution line, will be sensitive to price. Further, our client contracts are subject to negotiation and renegotiation. As a result, our clients may switch to the services of a competitor with more favorable pricing, reduce the products or services they purchase from us, or purchase different types of products that are less profitable to us. Client consolidation also may make it more difficult for us to attract and retain clients and healthcare providers on advantageous terms. In addition, some of our current and potential competitors have greater financial and marketing resources than us and continued consolidation in the industry may increase the number of competitors that have greater resources than us.

If we do not compete effectively in our markets or if we face significant pricing pressures, our business, financial condition,condition and results of operations may be materially and adversely affected.

Our business is dependent on a variety of factors, including our ability to enter into contracts with payorspayers and providers on terms attractive to all parties and the absence of substantial changes in the healthcare industry that would diminish the need for the products and servicessolutions we offer. Our ability to continue conducting business in the current manner could be jeopardized if, among other things, a significant number of payorspayers were to seek price concessions directly from providers. In addition, substantial changes in the healthcare industry, such as the enactment of laws and the adoption of regulations unfavorable to us or our relationships with payorspayers and providers, including the NSA and its implementing regulations, as well as other state laws and regulations aimed at addressing "surprise" billing (medical bills that arise when an insured patient receives care from an out-of-network provider, resulting in costs that were not expected by the patient), a substantial trend towards HMOs from PPOs, the adoption of a single payorpayer healthcare system in one or more states, or in the United States or changes caused by, or that result from, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations and could cause us to substantially alter our business strategy and methods of operation. Furthermore, we may not become aware in a timely manner of changes in regulatory requirements affecting our business, which could result in our taking, or failing to take, actions, resulting in noncompliance with state or federal regulations. Conversely, the changeover to the Trump administration could resulttake inactions with the intent to repeal, modification,modify, or rollback of laws and the regulations that are currently favorable to us, or to our relationships with payorspayers and providersproviders, which could have a material adverse effect on our business, financial condition,condition and results of operations, and could cause us to substantially alter our business strategy and methods of operation.

Evolving industry standards and rapid technological changeschanges, including the adoption and further development of artificial intelligence, could result in reduced demand for our products and services.solutions.

Rapidly changing technology, including the adoption and further development of artificial intelligence, evolving industry standards and the frequent introduction of new and enhanced products and servicessolutions characterize the market for our products and services.solutions. Our success will depend upon our ability to enhance our existing products and services,solutions, introduce new products and servicessolutions on a timely and cost-effective basis to meet evolving client requirements, achieve market acceptance for new products and services,solutions and respond to emerging industry standards and other technological changes. We may not be able to respond effectively to technological changes, new industry standards, or updated regulatory requirements. Moreover, other companies may develop competitive products or services, or our clients may develop internal solutions, that may result in reduced demand for our products and services.solutions.

We may, and in the past have, become involved in legal actions and claims arising in the ordinary course of business, including litigation regarding employment matters, breach of contract, violations of laws and regulations,regulations and other commercial matters. Further, we are the subject of governmental investigations from time to time. Due to the inherent uncertainty in the litigation or governmental investigation process, the resolution of any particular legal proceeding or governmental investigation could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.

Healthcare providers have become more resistant to the use of cost management techniques and are engaging in litigation to avoid application of cost management practices. Litigation brought by healthcare providers as well as client members has challenged insurers' claims adjudication and reimbursement decisions,decisions and healthcare cost management providers, such as Claritev, are sometimes made party to such suits or involved in related litigation. Further, we may be, and have been in the past, made party to such lawsuits or litigation may be brought independently or directly against us under various legal bases, including breach of contract, misrepresentation, unjust enrichment, antitrust, or violations of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the Racketeering Influenced and Corrupt Organizations Act, and may be made under other legal bases or theories in the future. Such litigation is increasingly brought involving multiple parties, multiple claims, or on a class-wide basis. We and our subsidiaries have and may, in the future, become involved in such litigation. Refer to "Claims and Litigation" in Note 15, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for more information Because we operate in an industry that is highly regulated and where such regulations are continuously evolving, we cannot assure you that new federal and state laws and regulations or other changes that adversely impact healthcare providers or insurers will not lead to increased litigation risk to us and other cost management providers and insurers. Exacerbating this risk is that many healthcare providers and insurers have greater financial resources than us and other healthcare cost management providers have and may be more willing to engage in, and devote resources to, litigation as a result. In addition, certain of the agreements we enter into include indemnification provisions that may subject us to costs and damages in the event of a claim against an indemnified party.

Lawsuits of the types set out above could materially and adversely affect our results, especially if they proliferate. In addition, such lawsuits may affect our clients' use of our products and services,solutions, especially our cost management products and services.solutions.

Our business may be adversely affected by a pandemic, epidemic, or similarlarge-scale public health emergency.emergencies, pandemics, and other extreme or catastrophic events.

A pandemic, epidemic, or similarLarge-scale public health emergency,emergencies, pandemics and theother measuresextreme undertakenor bycatastrophic governmentalevents, authoritiessuch toas addressnatural it,disasters or geopolitical conflicts, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and adversely affect our business. The extent to which asuch pandemic, epidemic or similar public health emergencyevents could impact our business, results of operations, or financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and scope of thesuch pandemic, epidemic or similar public health emergencyevents; government, business,business and individual actions taken in response to such events; the impact of theany publicsuch health eventevents on national and global economic activity; significant volatility and disruption of the financial and labor markets, includingwhich could negatively impact our ability to access capital in the possibility of a national or global economic recession or depressionfuture; and disruptions in the healthcare market. Furthermore, public health crisesemergencies, pandemics and other extreme or catastrophic events could result in unexpected changes in utilization of healthcare services, such as widespread deferrals of elective care,care as was the case during COVID-19, which could impact our business, results of operations,operations and financial condition.

We depend on our providers and our PPO networks to maintain the profitability of our network-basednetwork and analytics-basedclaims services,intelligence solutions, as well as the future expansion of our operations.

The healthcare providers that constitute our network are integral to our operations. Specifically, a portion of the revenues from our analytics-basedclaims servicesintelligence solutions are based on a percentage of the price concessions from these providers that apply to claims of our payorpayer clients. Further, our ability to contract at competitive rates with our PPO providers will affect the attractiveness and profitability of our network products. Finally, the providers that constitute our network may be important to our launch of new products and the expansion of the servicessolutions that we offer. Consequently, our ability to maintain and grow our provider network is important to our operations.

Typical contracts with our providers have a one-year term,term and are renewable automatically for successive one-year terms, although most such contracts permit early termination without penalty and with short notice periods. These contracts are also subject to negotiation and revisions with respect to the level and amount of price concessions for medical services. The termination of a significant number of contracts with our high-volume providers, the inability to replace such contracts, or the negotiation of contracts with lower discounts resulting in reduced price concessions would adversely impact our network of providers and thereby reduce the number and value of claims we are able to match and the attractiveness of our network to our clients. Further, increasing consolidation in the provider sector also may make it more difficult for us to contract at competitive rates and could affect the profitability of our products.

Maintaining and growing our PPO networks is also important as national and regional insurance carriers and large, self-funded employers look for ways to achieve cost savings. We cannot assure you that we will successfully market our servicessolutions to these insurance carriers and employers or that they will not resort to other means to achieve cost savings, including by in-sourcing or expanding their in-sourcing of such services.solutions. Our clients may further disaggregate the servicessolutions we provide for them generally or in certain geographical areas, such as individual states, and in doing so may create more competitive pricing conditions for such services.solutions. Moreover, some of our clients have acquired or may acquire our competitors.

All the above factors may decrease or slow the growth in the demand for our services,solutions, which may materially and adversely affect our business, financial conditions,conditions and results of operations.

Our PPO networks receive discounts from healthcare providers (such as acute care hospitals, practitioners and ancillary facilities) who participate in such networks. These discounts could be reduced due to the desire of healthcare providers to increase their net level of reimbursement from payors.payers. Healthcare providers could also reduce the discounts provided to our PPO networks as a result of reduced or lower contracted rates that such providers obtain from our PPO competitors, any of whom may have greater market penetration and/or the ability to direct more patients to such providers. Any such reductions may reduce our revenues and make our network less attractive to our clients.

A number of healthcare providers have historically sought and in the future may seek to limit access to their contractually negotiated network discounts by, for example, limiting either the type of payorpayer or the type of benefit plan that may access a contractual network discount. In addition, some states have proposed legislation designed to regulate the secondary PPO market by limiting the ability of preferred provider networks to offer broad access to discounted rates negotiated with contracted providers. For example, certain states have proposed or implemented laws limiting access to provider networks by requiring that the applicable network be identified on a member's identification card in order for the network discount to apply. Although many of our network offerings are branded, such that members carry identification cards branded with our network logo, we also operate a non-logo business. Where enacted, such laws may adversely affect our non-logo business by limiting our ability to continue this business in existing markets or to expand it into new markets.

The inability of our clients to pay for our products and servicessolutions could decrease our revenue.

Our health insurance payorpayer clients may be required to maintain restricted cash reserves and satisfy strict balance sheet ratios promulgated by state regulatory agencies. In addition, the financial stability of our payorpayer clients may be adversely affected by a variety of factors, including costly litigation or regulatory changes. Our ability to collect fees for our products and servicessolutions may become impaired if our payorpayer clients are unable to pay for our products and servicessolutions because they need to maintain cash reserves, if they fail to maintain required balance sheet ratios or if they become financially unstable or insolvent. Any of the foregoing in the future could adversely affect our revenues and cash flows.

Risks Related to Information Technology Systems, Cybersecurity, Artificial Intelligence and Intellectual Property

Our business is dependent upon our ability to (1) receive, store, retrieve, process, analyze and manage data, (2) maintain and upgrade our data processing capabilities, and (3) deliver high-quality and uninterrupted access for our clients to our computer systems. In connection with doing so and otherwise in the operation of our business, we collect, use and maintain various types of sensitive information, including PHI and individually identifiable information. In order to process and analyze data and sensitive information, deliver access to our computer systems to our clients, maintain protected information and otherwise operate our business, we operate information systems and maintain connectivity from multiple facilities, including our data centers and the public cloud as well as access by our distributed and remote-first workforce,workforce and utilize software and services from third parties.

Despite our implementation of our cybersecurity risk management programs, processes,processes and practices, our ITtechnology environment (and those of third parties on which we rely) may be vulnerable to social engineering, malware, physical break-ins, security flaws, zero day vulnerabilities, attacks by threat actors,actors and other cyber-incidents and disruptive problems caused by employees, contractors, clients, users, vendors or other third parties (including bad actors). Social engineering, phishing, computer viruses, ransomware and other cyber-attacks, break-ins or other security problems could lead to, and our safeguards may not prevent, incidents of inappropriate and/or unauthorized access to or acquisition or exfiltration of protected information by our employees, contractors, vendors and/or bad actors, as well as interruption, delays or cessation in our use of our ITtechnology environment and service to our clients and the operation of our business. Our vulnerability to security breaches and other cyber incidents may also be heightened due to our remote and varied geographical workforce operations, as many of our employees utilize network connections outside our premises. Further, the use of AI and ML capabilities may also increase the risk of cybersecurity incidents. Such vulnerabilities and incidents may result, and on limited occasions in the past have resulted, in unauthorized access, exfiltration, use, disclosure, modification, or deletion of protected information that is transmitted or stored over our networks as well as interruption, delay, or cessation in our use of our ITtechnology environment as well as service to our clients and the operation of our business.

•increase operating expenses as necessary to investigate security breaches and notify affected parties, remediate and/or enhance security controls, comply with federalfederal, state and stateinternational regulations, defend against and resolve actual and potential claims, implement and maintain any additional requirements imposed or adopted by reason of such claims or by government action, and take action to manage public relations issues and preserve our reputation;

•harm our reputation and deter or prevent clients from using our products and services,solutions, and/or cause clients to find other means to achieve cost savings, including by switching to a competitor or by in-sourcing such services; and

A significant security breach or incident of the types described above could result in loss of clients, loss of revenues, damage to our reputation, direct damages, regulatory implications, costs of repair and detection,detection and other unplanned expenses. While we carry cybersecurity and privacy insurance to cover events of the sort described above, the coverage may not be adequate to compensate us for losses that may occur byas reasona result of such events.

If we fail to execute our cybersecurity risk management programs and/or our strategy do not perform as intended, we may suffer security and privacy breaches,breaches and our business and reputation could be adversely affected.

Many aspects of our business are dependent upon our ability to store, retrieve, process,process and manage data and to maintain and upgrade our data processing capabilities. Our success is dependent on our ability to deliver high-quality and uninterrupted access for our clients to our computer system, requiring us to protect our computer equipment, software,software and the information stored in servers against damage by fire, natural disaster, power loss, telecommunications failures,failures and other catastrophic events, in addition to the cybersecurity and privacy breaches noted in the risk factor immediately above. Our success is also dependent on our continued access to our licenses with third parties that provide us with software. Interruption of our or our cloud service provider's and other key vendor's information technology environment, including data processing capabilities, for any extended length of time, loss of stored data, programming errors, or other technological problems could impair our ability to provide certain products and services.solutions. A system failure, if prolonged, could result in reduced revenues, loss of clients,clients and damage to our reputation, any of which could cause our business to materially suffer. In addition, due to the highly automated environment in which we operate our computer systems, any undetected error in the operation of our business processes or computer software may cause us to lose revenues or subject us to liabilities for third party claims. While we carry property and business interruption insurance to cover operations, the coverage may not be adequate to compensate us for losses that may occur.

We largely rely on our own multi-layered technical security controls and confidentiality procedures, including employee nondisclosure agreements for certain employees, to maintain the confidentiality and security of our trade secrets, know-how, internally developed computer applications, business processes,processes and other proprietary information. If third parties gain unauthorized access to our information systems or if our proprietary information is misappropriated, it may have a material adverse effect on our business, financial condition,condition and results of operations. Trade secret laws offer limited protection against third party development of competitive products or services. Further, because we lack the protection of registered copyrights for our internally developed software applications, we may be vulnerable to misappropriation of our proprietary applications by third parties or competitors. Enforcing a claim that a third party illegally obtained and is using any of our proprietary information or technology is expensive and time consuming,consuming and the outcome is unpredictable. The failure to adequately protect our proprietary information could have a material adverse effect on our business, financial condition,condition and results of operations.

Although the end beneficiaries of our servicessolutions are employers and other plan sponsors and their health plan members, our direct clients are typically payors,payers, including payorspayers providing ASOs,administrative services only, and TPAs, who go to market with our servicessolutions to those end clients. We offer these payorspayers a single interface to our services,solutions, which are used in combination or individually to reduce the medical cost burden on their health plan clients,clients by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims.

The CompanyCompany, primarily through its operating subsidiary, Multiplan, Inc., d/b/a Claritev, offers its solutions nationally through a range of servicesolution lines, which include:

•Analytics-BasedClaims ServicesIntelligence Solutions are designed to reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. OurWithin Analytics-Basedour Servicesclaims intelligence solutions, the claim pricing servicessolutions are generally priced based on a percentage of savings achieved. Also included in this category are servicessolutions that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These servicessolutions are generally priced at a bundled PEPM rate;

•Network-BasedNetwork ServicesSolutions are designed to reduce medical cost by providing access to contracted discounts with healthcare providers with whom payorspayers do not have a contractual relationship, through our expansive network of over 1.4 million healthcare providers, which forms one of the largest independent PPOspreferred provider organizations in the United States. Our Network-Basednetwork Servicessolutions are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This servicesolution category also includes customized network development and management services for payorspayers seeking to expand their network footprint using outsourced services. These servicessolutions are generally priced on a per provider contract or other project-based price;

•Payment and Revenue Integrity ServicesSolutions are designed to reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and Revenuerevenue Integrityintegrity Servicessolutions are generally priced based on a percentage of savings achieved; and

•Data and DecisionAnalytics ScienceSolutions Servicesare designed to reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive, and prescriptive analytics that enable clients to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. We formed this new service category in the second quarter of 2023 and accelerated its development through the acquisition of BST. Data and Decisionsanalytics Science Servicessolutions are generally priced based on a subscription, licensing, or per-member-per month basis. The Company currently reports revenues from data and analytics solutions in claims intelligence solutions and will likely do so until revenues from this solution line become more significant.

We believe our solutions provide a strong value proposition to payors,payers, their health plan clients and healthcare consumers, as well as to providers. Overall, our servicesolution offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our servicessolutions is linked to the savings we identify, we believe our revenue model is aligned with the interests of our clients.

•Commercial Health Plans. This category primarily represents our Network-Basedclaims Servicesintelligence solutions and Analytics-Basednetwork Servicessolutions claims. These claims are pre-payment in nature, generate savings through repricing, and are characterized by a higher percentage of potential medical cost savings as a percentage of medical charges processed. For the year ended December 31, 2024,2025, this category represented approximately 87%84.5% of our revenues. ServicesSolutions included in this category are as follows:

▪FinancialNegotiation NegotiationServices

◦Payment and Revenue Integrity ServicesSolutions

▪Clinical NegotiationsNegotiation

•Payment & Revenue Integrity Services,Solutions, Property & Casualty, and Other. This category includes claims that typically generate savings at a lower percentage of charge volumes or that are processed on a per-claim or flat fee basis (rather than a percentage of savings basis), as well as other network services.solutions. These claims are both pre-payment and post-payment in nature. For the year ended December 31, 2024,2025, this category represented approximately 11%15.5% of our revenues. ServicesSolutions included in this category are as follows:

◦Payment and Revenue Integrity ServicesSolutions

▪Pre-Payment Clinical ReviewsIntegrity

▪Coordination of Benefits and Subrogation Services

▪Revenue Integrity Services

◦Network-BasedNetwork ServicesSolutions

Medical charges processed represent the aggregate dollar amount of claims processed by our cost management and payment and revenue integrity solutions in the period presented. Not all medical charges processed will generate savings, therefore revenues. The dollar amount of the claim for the purposes of this calculation is the dollar amount of the claim prior to any reductions that may be made as a result of the claim being processed by our solutions.

ThereOther than as set forth below, there have been no material changes during the three months ended MarchJune 31,30, 2026 to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" in the Company's 2025 Annual Report on Form 10-K.

This item and other sections of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 19341934, as amended (the "Exchange Act"), as amended, which are subject to the "safe harbor" created by those sections based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "predicts," "will," "would," "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of the 2025 Form 10-K and Part II, Item 1A of this Form 10-Q, in each case under the heading "“Risk Factors."” Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. We hereby qualify our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the information included in the Company's 2025 Annual Report on Form 10-K and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 in this Quarterly Report on Form 10-Q and risks described elsewhere in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission.SEC.

Claritev is a healthcare technology, data and insights company focused on improvingdelivering transparency,affordability, affordabilitytransparency and quality across the healthcare system. We bring objective, market-based insights to some of the healthcare system's most complex decisions based on decades of claims expertise. By applying data, analytics, and experience, we help organizations across the healthcare ecosystem better understand costs, pricing, and payment dynamics. This clarity enables more informed decision-making, reduces friction, and improves how the healthcare system functions in service of greater affordability, alignment, and long-term sustainability.

The following table provides the results of operations for the periods indicated (in thousandsthousands, except percentages):

Revenues increased by $13.3$15.9 million, or 5.8%,6.6%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. This increase in revenues was due to the increase in Claims intelligence solutions revenues of $12.9$21.5 million.

Claims intelligence solutions revenues increased by $12.9$21.5 million, or 8.4%,13.7%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. This increase in revenue was primarily due to an increase in Data iSight and partiallySurprise offsetBill by decrease in surprise bill services, primarily related to client and program attrition.Services.

Network solutions revenues and Payment and revenue integrity solutions revenue remaineddecreased stableby in$1.8 million, or 5.9%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. This decrease in revenue was primarily due to a decrease in Clinical Negotiation.

The increase in costs of services of $8.6$6.8 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was primarily due to the increase in personnel expenses of $3.5$6.5 million and other cost of service expenses of $1.7 million, offset by a decrease in access and bill review fees of $3.4$1.9 million.

The increase in general and administrative expenses of $10.9$4.3 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025 was primarily due to $10.2$3.8 million of legal expenses related to certain antitrust matters and other transaction expenses, as well as an increase in transformation costs of $4.1$1.3 million, offset by thea decrease in personnel expenses of $5.0$1.8 million, due to more personnel assigned to capital and transformation projects, and lower stock compensation of $1.5 million.projects.

The increase in interestInterest expense ofremained $7.9stable million and 8.6% forin the three months ended MarchJune 31,30, 20262026, as compared to the three months ended MarchJune 31,30, 2025 was primarily due to the increase in average indebtedness outstanding during the periods.2025.

The decreaseincrease in interest incomeexpense of $0.3$8.4 millionmillion, andor 62.7%4.4% for the threesix months ended MarchJune 31,30, 2026,2026 as compared to the threesix months ended MarchJune 31,30, 2025 was primarily due to lessthe increase in average indebtedness outstanding during the periods as a result of PIK interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.charges.

Net loss before income taxes for the three months ended MarchJune 31,30, 2026 of $92.7$76.6 million generated a benefit for income taxes of $19.2$17.4 million. Net loss before income taxes for the three months ended MarchJune 31,30, 2025 of $89.9$82.9 million generated a benefit for income taxes of $18.5$20.3 million.

The effective tax rate for the threesix months ended MarchJune 31,30, 2026 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitation on executive compensation and state taxes. The effective tax rate for the threesix months ended MarchJune 31,30, 2025 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitations on executive compensation and state taxes.

EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net loss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including otherlegal expenses,expenses net,associated with antitrust matters, loss on saledisposal of assets, including right-of-use assets, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on extinguishment of debt, and stock-based compensation, including cRSUs.cRSUs, and other expenses. See our condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.

Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net loss adjusted for amortization of intangible assets, legal expenses associated with antitrust matters, other expenses, net, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on saledisposal of assets, including right-of-use assets, loss on extinguishment of debt, stock-based compensation, including cRSUs, and tax effect of adjustments to arrive at adjusted net income divided by our basic weighted average number of shares outstanding.

As of MarchJune 31,30, 2026, we had a cash balance of $34.7$27.7 million, which includes cash and cash equivalents of $21.3$14.4 million and restricted cash of $13.4$13.3 million. Additionally, we have access to $218.6$273.6 million of the total $350.0 million loan availability under the 2025 Revolving Credit Facility.

As of MarchJune 31,30, 2026, we havehad drawn $125.0$70.0 million outstanding under our 2025 Revolving Credit Facility Loan and we have $6.4 million of outstanding letters of credit under such facility. Of these outstanding irrevocable letters of credit, we have four which are used to satisfy real estate lease security deposit requirements for our officesoffice locations in lieu of cash deposits in an aggregate amount of $4.4 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively. The Company also has an irrevocable letter of credit to satisfy the obligationssecurity requirements of a captive insurance subsidiary in the amount of $2.0 million as of MarchJune 31,30, 2026 and December 31, 2025.

For the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025

Cash flows from operating activities decreasedincreased by $15.7 million, primarily due to favorable changes in deferred income tax, partially offset by unfavorable changes in working capital, partially offset by higher earnings once adjusted for non-cash items.capital. Changes in our working capital requirements primarily reflect the timing of collection on trade accounts receivable, net and payment of accounts payable, accrued expenses and liabilities, and accrued interest.

Net cash provided by financing activities increaseddecreased by $25.8$32.6 million as compared to the prior-year period, primarily due to the increasedecrease in net borrowing of $25.0$30.0 million on our 2025 Revolving Credit Facility due to fundcontinuous theefforts in working capital needs.management.

As of MarchJune 31,30, 2026 and December 31, 2025 we were in compliance with all of the debt covenants.

One client individually accounted for 33.6%35.0% of revenue for the three months ended MarchJune 31,30, 2026. Two clients individually accounted for 29.2% and 10.4% of revenues for the year ended December 31, 2025. The loss of the business of one or more of our larger clients could have a material adverse effect on our results of operations. For further discussion on our client concentration, please refer to Part I, Item 1A. "Risk Factors" in our 2025 Annual Report on Form 10-K.